Unassociated Document


 












 




Exhibit 10.1







Equity Transfer Agreement


 


Party A (Transferor): Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd


 


Party B (Transferee): Zhongbicheng Holdings Co., Ltd


 


Party C (Transfer Target): Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd


 


WHEREAS, Party A legally owns 88% Equity of Party C, and Party A voluntarily wants to transfer 88% equity of Party C to Party B; AND


 


WHEREAS, Party B agrees to accept the 88% equity of Party C; AND


 


WHEREAS, the Board of Directors of Party A also consents to transfer 88% equity of Party C to Party B;


 


NOW, THEREFORE, in consideration of the foregoing premises and the friendly negotiations among Party A and Party B, the following equity transfer agreement is entered in accordance with the principle of equality and mutual benefit.







Section I Equity Transfer



	
  

	
1.

	
Party A consents to transfer 88% equity of Party C to Party B, Party B agrees to accept the equity;








	
  

	
2.

	
The above-mentioned equity shall include all the attached interests and rights under that equity, and shall be free and clear of (including, but not limited to) all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description.








	
  

	
3.

	
When the agreement takes effect, Party A shall not burden any obligations and responsibilities for the operational management and claims and Debts of Party C.












Section II Transferring Price and the Payment Methods



	
  

	
1.

	
Upon the terms and subject to the conditions of this Agreement, Party A agrees to transfer the 88% equity of Party C to Party B at the price of RMB 26 million Yuan, Party B agrees the price for the equity.







 




  





  











  






 





  


 



	
  

	
2.

	
Party B agrees to make a prepayment of RMB 5 million Yuan to the bank accounts designated by Party A within 3 days upon the execution of this agreement, and the remaining purchase price will be paid before December 30, 2016.








	
  

	
3.

	
Party A agrees that Party B can start to process the business registration upon the payment of the remaining purchase price.







 


Section III Representations of Party A



	
  

	
1.

	
Party A is the exclusive owner of the transferring equity set forth in Section I.








	
  

	
2.

	
From the effective date of the agreement, Party A shall fully quit from the operations of Party C, and shall not have the rights of the distribution of the assets, properties and profits.












Section IV Representations of Party B



	
  

	
1.

	
Party B acknowledges and complies with the Amended Articles of Association of Party C;








	
  

	
2.

	
Party B ensures to pay the purchase price in terms of the payment deadline and method stipulated in Section II.








	
  

	
3.

	
Party B promises to take responsibities stipulated in Section I Article 3.












Section V Expense from the Equity Transfer


All the parties agree all the transferring fees and related expenses shall be undertaken by Party B.







Section VI Liability for Breach of Contract



	
  

	
1.

	
If any party violates or fails to implement any clauses of the agreement, the breaching party should indemnify all the economic losses of the non-breaching party;









	
  

	
2.

	
If party B fails to pay the equity purchase price timely according to the regulations of Section II, party A shall have the right to charge the overdue fine at the rate of 5‰ per day commencing the date of the deadline stipulated in Section II. When Party B pays the overdue fine, but the loss caused to Party A is over the overdue fine, or other damages are caused due to the breaching of Party B, it shall not impact Party A to claim for the indemnification regarding to the excess portion between the overdue fine and the loss and other damages.







 




  





  











  






 





  


 


Section VII Confidentiality


Both Parties shall have the obligations to keep confidential regarding each party’s commercial information acquired during the performing of the agreement, the confidentiality is still valid and effective upon the termination of the agreement. Should any party violates the confidential clause and causes loss to the other party, it should undertake all the charges and losses of the other party.


 


Section VIII   Effective Clauses and Miscellaneous



	
  

	
1.

	
This agreement shall be effective upon the execution of Party A, Party B.








	
  

	
2.

	
Any disputes caused by the implement of this agreement must be first settled by Party A and Party B pursuant to the principle of friendly negotiations. In case no such settlement can be reached, either party has the right to file a suit to the People’s court where Party A is located. 








	
  

	
3.

	
This agreement is in triplicate, each of the parties holds one copy, and all of which shall be deemed to be an original and share the same legal effect.

















Party A (Transferor): Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd


Legal Person or authorized representative:







Party B (Transferee): Zhongbicheng Holdings Co., Ltd


Legal Person or authorized representative:







Party C (Transfer Target): Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd


Legal Person or authorized representative:







 


       Date: December 23, 2016